Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 25, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36440 | |
Entity Registrant Name | AVANOS MEDICAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4987888 | |
Entity Address, Address Line One | 5405 Windward Parkway | |
Entity Address, Address Line Two | Suite 100 South | |
Entity Address, City or Town | Alpharetta, | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30004 | |
City Area Code | (844) | |
Local Phone Number | 428-2667 | |
Title of 12(b) Security | Common Stock - $0.01 Par Value | |
Trading Symbol | AVNS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 46,425,569 | |
Entity Central Index Key | 0001606498 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED INCOME S
CONDENSED CONSOLIDATED INCOME STATEMENTS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net Sales | $ 171.3 | $ 172.3 | $ 500 | $ 502.5 |
Cost of products sold | 75.8 | 72.1 | 215.3 | 211.2 |
Gross Profit | 95.5 | 100.2 | 284.7 | 291.3 |
Research and development | 6.1 | 7.1 | 20.4 | 22 |
Selling and general expenses | 78.7 | 78.3 | 260.5 | 247.8 |
Other expense, net | 9.5 | 2 | 10.8 | 2.6 |
Operating Income (Loss) | 1.2 | 12.8 | (7) | 18.9 |
Interest income | 0.9 | 0.3 | 1.9 | 0.5 |
Interest expense | (4.7) | (3) | (11.7) | (7) |
(Loss) Income Before Income Taxes | (2.6) | 10.1 | (16.8) | 12.4 |
Income tax (provision) benefit | (6.2) | 0.9 | (4.1) | (0.6) |
(Loss) Income from Continuing Operations | (8.8) | 11 | (20.9) | 11.8 |
Income (loss) from discontinued operations, net of tax | 5.1 | 4.7 | (51.4) | 21.8 |
Net (Loss) Income | $ (3.7) | $ 15.7 | $ (72.3) | $ 33.6 |
Basic (Loss) Earnings Per Share | ||||
Continuing operations- basic (in dollars per share) | $ (0.19) | $ 0.24 | $ (0.45) | $ 0.25 |
Discontinued operations- basic (in dollars per share) | 0.11 | 0.10 | (1.10) | 0.46 |
Basic (Loss) Earnings Per Share (in dollars per share) | (0.08) | 0.34 | (1.55) | 0.71 |
Diluted (Loss) Earnings Per Share | ||||
Continuing operations- diluted (in dollars per share) | (0.19) | 0.23 | (0.45) | 0.25 |
Discontinued operations- diluted (in dollars per share) | 0.11 | 0.10 | (1.10) | 0.46 |
Diluted (Loss) Earnings Per Share (in dollars per share) | $ (0.08) | $ 0.33 | $ (1.55) | $ 0.71 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (Loss) Income | $ (3.7) | $ 15.7 | $ (72.3) | $ 33.6 |
Other Comprehensive (Loss) Income, Net of Tax | ||||
Unrealized currency translation adjustments | (4.6) | (5.1) | 2.8 | (9.1) |
Total Other Comprehensive (Loss) Income, Net of Tax | (4.6) | (5.1) | 2.8 | (9.1) |
Comprehensive (Loss) Income | $ (8.3) | $ 10.6 | $ (69.5) | $ 24.5 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 107.1 | $ 127.7 |
Accounts receivable, net of allowances | 145.2 | 167.9 |
Inventories | 156.6 | 132.3 |
Prepaid and other current assets | 13.6 | 13.9 |
Assets held for sale | 102.1 | 58 |
Total Current Assets | 524.6 | 499.8 |
Property, Plant and Equipment, net | 116.8 | 118.6 |
Operating Lease Right-of-Use Assets | 27.1 | 27.5 |
Goodwill | 791.5 | 760.3 |
Other Intangible Assets, net | 242.2 | 234.2 |
Deferred Tax Assets | 4.3 | 4.6 |
Other Assets | 18.4 | 17.6 |
Assets Held for Sale | 0 | 124.3 |
TOTAL ASSETS | 1,724.9 | 1,786.9 |
Current Liabilities | ||
Current portion of long-term debt | 6.2 | 6.2 |
Current portion of operating lease liabilities | 12.7 | 12 |
Trade accounts payable | 52.1 | 67.9 |
Accrued expenses | 97.2 | 98.9 |
Liabilities held for sale | 2.5 | 0.8 |
Total Current Liabilities | 170.7 | 185.8 |
Long-Term Debt | 258.3 | 226.3 |
Operating Lease Liabilities | 29.5 | 32.5 |
Deferred Tax Liabilities | 28.7 | 25.4 |
Other Long-Term Liabilities | 15.6 | 23.5 |
Liabilities Held for Sale | 0 | 2.2 |
Total Liabilities | 502.8 | 495.7 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock - $0.01 par value - authorized 20,000,000 shares, none issued | 0 | 0 |
Common stock - $0.01 par value - authorized 300,000,000 shares, 46,425,157 outstanding as of September 30, 2023 and 46,528,907 outstanding as of December 31, 2022 | 0.5 | 0.5 |
Additional paid-in capital | 1,659.7 | 1,646.4 |
Accumulated deficit | (325.4) | (253.1) |
Treasury stock | (79.7) | (66.8) |
Accumulated other comprehensive loss | (33) | (35.8) |
Total Stockholders’ Equity | 1,222.1 | 1,291.2 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,724.9 | $ 1,786.9 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares outstanding (in shares) | 46,425,157 | 46,528,907 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2021 | $ 1,628.8 | $ (303.6) | $ (21.3) | $ (33.8) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise or redemption of share-based awards | 1.6 | |||||
Stock-based compensation expense | 11.9 | |||||
Net (loss) income | $ 33.6 | 33.6 | ||||
Purchases of treasury stock | (45.1) | |||||
Other comprehensive (loss) income, net of tax | (9.1) | (9.1) | ||||
Ending balance at Sep. 30, 2022 | 1,263.5 | $ 0.5 | 1,642.3 | (270) | (66.4) | (42.9) |
Beginning balance at Jun. 30, 2022 | 1,637.4 | (285.7) | (55.4) | (37.8) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise or redemption of share-based awards | 0.8 | |||||
Stock-based compensation expense | 4.1 | |||||
Net (loss) income | 15.7 | 15.7 | ||||
Purchases of treasury stock | (11) | |||||
Other comprehensive (loss) income, net of tax | (5.1) | (5.1) | ||||
Ending balance at Sep. 30, 2022 | 1,263.5 | 0.5 | 1,642.3 | (270) | (66.4) | (42.9) |
Beginning balance at Dec. 31, 2022 | 1,291.2 | 1,646.4 | (253.1) | (66.8) | (35.8) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise or redemption of share-based awards | 1.5 | |||||
Stock-based compensation expense | 11.8 | |||||
Net (loss) income | (72.3) | (72.3) | ||||
Purchases of treasury stock | (12.9) | |||||
Other comprehensive (loss) income, net of tax | 2.8 | 2.8 | ||||
Ending balance at Sep. 30, 2023 | 1,222.1 | 0.5 | 1,659.7 | (325.4) | (79.7) | (33) |
Beginning balance at Jun. 30, 2023 | 1,654.9 | (321.7) | (70.5) | (28.4) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise or redemption of share-based awards | 0.9 | |||||
Stock-based compensation expense | 3.9 | |||||
Net (loss) income | (3.7) | (3.7) | ||||
Purchases of treasury stock | (9.2) | (9.2) | ||||
Other comprehensive (loss) income, net of tax | (4.6) | (4.6) | ||||
Ending balance at Sep. 30, 2023 | $ 1,222.1 | $ 0.5 | $ 1,659.7 | $ (325.4) | $ (79.7) | $ (33) |
CONDENSED CONSOLIDATED CASH FLO
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities | ||
Net (loss) income | $ (72.3) | $ 33.6 |
Depreciation and amortization | 34.6 | 34.3 |
Stock-based compensation expense | 11.8 | 11.9 |
Goodwill impairment | 59.1 | 0 |
Net loss on asset dispositions and impairments | 1.1 | 0 |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | 30 | (6) |
Inventories | (6.6) | (35.8) |
Prepaid expenses and other assets | 0.2 | 3.5 |
Accounts payable | (16) | 34.1 |
Accrued expenses | (19.7) | (18.5) |
Deferred income taxes and other | (2.5) | 0.1 |
Cash Provided by Operating Activities | 19.7 | 57.2 |
Investing Activities | ||
Capital expenditures | (11.9) | (14.4) |
Acquisition of assets and investments in businesses | (47.5) | (116.1) |
Cash Used in Investing Activities | (59.4) | (130.5) |
Financing Activities | ||
Proceeds from issuance of secured debt | 0 | 250 |
Secured debt repayments | (3.1) | (125) |
Revolving credit facility proceeds | 55 | 150 |
Revolving credit facility repayments | (20) | (150) |
Purchases of treasury stock | (12.9) | (45.1) |
Payments of debt issuance costs | 0 | (2.9) |
Proceeds from the exercise of stock options | 1.5 | 1.6 |
Cash Provided by Financing Activities | 20.5 | 78.6 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (1.4) | (6.8) |
Decrease in Cash and Cash Equivalents | (20.6) | (1.5) |
Cash and Cash Equivalents - Beginning of Period | 127.7 | 118.5 |
Cash and Cash Equivalents - End of Period | $ 107.1 | $ 117 |
Accounting Policies
Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounting Policies | Accounting Policies Background and Basis of Presentation Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to the things that matter. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today’s most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market our recognized brands globally and hold leading market positions in multiple categories across our portfolio. References herein to “Avanos,” “the Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. and its consolidated subsidiaries. Interim Financial Statements We prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and the condensed consolidated financial statements in this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022. Our unaudited interim condensed consolidated financial statements contain all necessary material adjustments, which are of a normal and recurring nature, to fairly state our financial condition, results of operations and cash flows for the periods presented. Use of Estimates Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, certain amounts included in discontinued operations, certain amounts included in assets and liabilities held for sale, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Actual results could differ from these estimates, and the effect of any change could be material to our financial statements. Changes in these estimates are recorded when known. Annual Goodwill Impairment Test We test goodwill for impairment annually or more frequently whenever events or circumstances more likely than not indicate that the fair value of the reporting unit may be below its carrying value. We operate as a single reportable operating segment with one reporting unit. The fair value of our reporting unit is estimated using a combination of income (discounted cash flow analysis) and market approaches. The income approach is dependent upon several assumptions regarding future periods such as sales growth and a terminal growth rate. A weighted average cost of capital (“WACC”) was used to discount future estimated cash flows to their present values. The WACC was based on externally observable data considering market participants’ cost of equity and debt, optimal capital structure and risk factors specific to us. The market approach estimates the value of our company using a market capitalization methodology. We completed our annual goodwill impairment test as of July 1, 2023, and determined that the fair value of our reporting unit exceeds the net carrying amount. There can be no assurance that the assumptions and estimates made for purposes of the annual goodwill impairment test will prove to be accurate. Volatility in the equity and debt markets, or increases in interest rates, could result in a higher discount rate. Changes in sales volumes, selling prices and costs of goods sold, and increases in interest rates could cause changes in our forecasted cash flows. Unfavorable changes in any of the factors described above, as well as a decline in our stock price, could result in a goodwill impairment charge in the future. Recently Adopted Accounting Pronouncements In December 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-06, Reference Rate Reform. This ASU was prompted by the planned cessation of the London Interbank Offer Rate (“LIBOR”). This ASU applies to contract modifications that replace a reference rate and contemporaneous modifications of other contract terms related to the replacement of the reference rate. Under this ASU, modifications to debt agreements may be accounted for by prospectively adjusting the effective interest rate. This ASU was effective as of issuance on December 21, 2022 and deferred the sunset date of Topic 848, Reference Rate Reform from December 31, 2022 to December 31, 2024. We adopted this guidance and adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows. Effective January 1, 2023, we adopted ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU pertains to acquired revenue contracts with customers in a |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On June 7, 2023, we entered into a Purchase Agreement (“Purchase Agreement”) by and among us and certain of our affiliates and SunMed Group Holdings, LLC (“Buyer”). Under the Purchase Agreement, we agreed to sell to Buyer, subject to the terms and conditions of the Purchase Agreement, of substantially all of the assets primarily relating to or primarily used in our Respiratory Health (“RH”) business (the “Divestiture”). On October 2, 2023, we entered into the First Amendment to Purchase Agreement relating to the Purchase Agreement (as amended, the “Amended Purchase Agreement”) and completed the transaction contemplated by the Amended Purchase Agreement. In accordance with the Amended Purchase Agreement, the total purchase price paid by Buyer in connection with the Divestiture was $110 million in cash at the closing, subject to certain adjustments as provided in the Amended Purchase Agreement based on the indebtedness and inventory transferred to Buyer at the closing and the chargebacks assumed by Buyer but that would otherwise have been payable by the Company and its subsidiaries on or after October 2, 2023 to distributors of the Company’s RH products located in the United States. The Divestiture represents a key component of Avanos’ ongoing three-year transformation process, and is aimed at accelerating the Company’s efforts to focus its portfolio on markets where it is well positioned to succeed. In conjunction with the Divestiture, we and Buyer entered into various transition services agreements pursuant to which we, Buyer and each company’s respective affiliates provide to each other various transitional services, including, but not limited to, product manufacturing and distribution, facilities, order fulfillment, invoicing, quality assurance, regulatory support, audit support and other services. The services will terminate in no later than one As a result of the Divestiture, the results of operations from our RH business are reported as “(Loss) income from discontinued operations, net of tax” and the related assets and liabilities are classified as “held for sale” in the condensed consolidated financial statements. The following table summarizes the financial results of our discontinued operations for all periods presented herein (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net Sales $ 31.1 $ 29.8 $ 93.9 $ 100.0 Cost of products sold 19.9 19.9 57.8 58.2 Gross Profit 11.2 9.9 36.1 41.8 Research and development 0.2 0.2 0.8 1.1 Selling and general expenses 4.2 3.8 11.9 11.5 Other expense, net 0.1 — 0.3 0.3 Operating Income 6.7 5.9 23.1 28.9 Pretax loss on classification as discontinued operations — — (72.3) — Income (Loss) from discontinued operations before income taxes 6.7 5.9 (49.2) 28.9 Income tax (provision) benefit from discontinued operations (1.6) (1.2) (2.2) (7.1) Net Income (Loss) from discontinued operations, net of tax $ 5.1 $ 4.7 $ (51.4) $ 21.8 Earnings (Loss) Per Share Basic $ 0.11 $ 0.10 $ (1.10) $ 0.46 Diluted $ 0.11 $ 0.10 $ (1.10) $ 0.46 We estimated the “Pretax loss on classification of discontinued operations” to be $72.3 million, which includes goodwill impairment of $59.1 million, inventory impairment of $5.0 million and impairment on the remaining disposal group of $8.1 million. There were no material changes to the estimated loss following the completion of the Divestiture on October 2, 2023. Details on assets and liabilities classified as held for sale in the accompanying consolidated balance sheets are presented in the following table (in millions): September 30, December 31, Assets held for sale - discontinued operations Inventories $ 46.3 $ 58.0 Property, Plant and Equipment, net 44.9 45.3 Operating Lease Right-of-Use Assets 3.0 3.1 Goodwill — 59.1 Other Intangible Assets, net 16.0 16.8 Reserve for valuation allowance (8.1) — Total assets classified as held for sale $ 102.1 $ 182.3 Liabilities held for sale - discontinued operations Current Portion of Operating Lease Liabilities $ 0.8 $ 0.8 Non-Current Operating Lease Liability 1.7 2.2 Total liabilities held for sale - discontinued operations $ 2.5 $ 3.0 Assets and liabilities held for sale as of September 30, 2023 were classified as current since we expect the Divestiture to be completed within one year of the Purchase Agreement date. The following table provides operating and investing cash flow information for our discontinued operations (in millions): As of September 30, 2023 As of September 30, 2022 Operating Activities: Depreciation and amortization $ 2.6 $ 4.6 Stock-based compensation expense 0.1 0.1 Investing Activities: Capital expenditures 3.1 4.7 |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities Transformation Process In January 2023, we initiated a three-year restructuring initiative intended to align the Company under a single commercial organization, rationalize our product portfolio, undertake additional cost management activities to enhance the Company’s operating profitability and pursue efficient capital allocation strategies (the “Transformation Process”). The Divestiture represents a key component of our three-year transformation process. We expect the Transformation Process will be substantially complete by the end of 2025. We expect to incur up to $30.0 million of cash expenses in connection with the Transformation Process, consisting of between $9.0 million and $12.0 million of program management consulting and employee retention expenses; between $8.0 million and $11.0 million of expenses associated with manufacturing and supply chain improvements and portfolio rationalization; and the remainder for expenses associated with organization design and alignment and other related activities. These amounts include between $6.0 million and $8.0 million of employee severance and benefits costs. In the three and nine months ended September 30, 2023, we incurred expenses of $4.3 million and $23.0 million, respectively, primarily related to program management consulting and employee retention expenses and employee severance and benefits costs in connection with the Transformation Process. These costs were included in “Cost of products sold,” “Research and development,” and “Selling and general expenses” in the accompanying condensed consolidated income statements. Restructuring Liability Our liability for costs associated with the Transformation Process as of September 30, 2023 is summarized below (in millions): As of September 30, 2023 Beginning balance $ — Restructuring and transformation costs, excluding non-cash charges 21.4 Payments and adjustments, net (18.4) Ending balance $ 3.0 |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions Diros Technology On June 17, 2023 we entered into a definitive agreement to acquire Diros Technology Inc., (“Diros”) a leading manufacturer of innovative radiofrequency ablation (“RFA”) products used to treat chronic pain conditions. On July 24, 2023, we closed the acquisition of Diros. The total purchase price paid in connection with our acquisition of Diros was $53 million, consisting of $2.5 million in cash paid upon entry into the definitive agreement and $50.5 million in cash paid at closing (subject to certain working capital and other adjustments), with up to an additional $7.0 million payable in contingent cash consideration based on achievement of certain performance objectives defined in the purchase agreement (the “Acquisition”). The purchase price for the Acquisition was funded by proceeds from our Revolving Credit Facility. The accompanying condensed consolidated income statement includes $2.4 million of net sales from Diros since the acquisition date. In the three and nine months ended September 30, 2023, we incurred $0.6 million and $0.9 million of costs, respectively, in connection with the Diros acquisition, which are included in “Selling and general expenses.” Under the acquisition method of accounting for business combinations, the purchase price paid is allocated to the underlying net assets in proportion to their respective fair values. Any excess of the purchase price over the estimated fair values is recorded as goodwill. Fair values of assets acquired and liabilities assumed are being determined using discounted cash flow analyses and the fair value of the contingent consideration is being estimated using a Monte Carlo simulation. Assumptions supporting the estimated fair values are based on facts and circumstances that existed on the valuation date. Estimated fair values may be revised during a measurement period, not to exceed 12 months from the date of acquisition, as valuations are finalized or additional information is obtained about facts and circumstances that existed on the valuation date. The estimated fair value analyses are not yet complete, and accordingly, the preliminary allocation of purchase price, including the value assigned to tangible and intangible assets and contingent consideration, is subject to revision based on final valuations. We expect our final valuations to be substantially complete by the end of 2023. The preliminary purchase price allocation is shown in the table below (in millions): Current assets, net of cash acquired $ 7.1 Current liabilities, excluding contingent consideration (5.2) Contingent consideration (4.6) Other noncurrent assets (liabilities), net 0.8 Deferred tax liabilities (7.2) Identifiable intangible assets 26.5 Goodwill 30.1 Total $ 47.5 The identifiable intangible assets relating to the Diros Technology Acquisition include the following (in millions, except years): Identifiable Intangible Asset Amount Weighted Average Useful Lives (Years) Trade names and trademarks $ 2.4 15 Customer relationships 19.4 14 Developed technology and other 4.7 12 Total $ 26.5 The following unaudited pro forma financial information is presented in the table below for the three and nine months ended September 30, 2023 and 2022 as if the Acquisition had occurred on January 1, 2022 (in millions except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales $ 172.2 $ 175.7 $ 507.6 $ 512.7 Net (loss) income from continuing operations (8.0) 11.1 (19.7) 11.5 Income (loss) from discontinued operations, net of tax 5.1 4.7 (51.4) 21.8 Net (Loss) Income $ (2.9) $ 15.8 $ (71.1) $ 33.3 Basic (Loss) Earnings Per Share Continuing operations $ (0.17) $ 0.24 $ (0.42) $ 0.24 Discontinued operations $ 0.11 $ 0.10 $ (1.10) $ 0.46 Basic (Loss) Earnings Per Share $ (0.06) $ 0.34 $ (1.52) $ 0.71 Diluted (Loss) Earnings Per Share Continuing operations $ (0.17) $ 0.24 $ (0.42) $ 0.24 Discontinued operations $ 0.11 $ 0.10 $ (1.10) $ 0.46 Diluted (Loss) Earnings Per Share $ (0.06) $ 0.34 $ (1.52) $ 0.70 The pro forma financial information has been adjusted to include the effects of the Acquisition, including acquisition-related costs, amortization of acquired intangibles and related tax effects. The pro-forma financial information is not necessarily indicative of the results of operations that would have been achieved. OrthogenRx On January 20, 2022, we acquired all of the equity voting interests and completed the acquisition of OrthogenRx, Inc. (“OrthogenRx”), a company focused on the development and commercialization of hyaluronic acid (“HA”) treatments for knee pain caused by osteoarthritis. OrthogenRx’s products have been added to our interventional pain portfolio. The total purchase price for OrthogenRx was $130.0 million in cash at closing, subject to certain working capital adjustments, with up to an additional $30.0 million payable in contingent cash consideration based on OrthogenRx’s growth in net sales during 2022 and 2023. $10.6 million of contingent cash consideration has been paid based on OrthogenRx’s 2022 net sales. We accounted for the OrthogenRx acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price paid was allocated to the underlying net assets in proportion to their respective fair values. Any excess of the purchase price over the estimated fair values was recorded as goodwill. The final purchase price allocation, net of cash acquired, is shown in the table below (in millions): Accounts receivable, net $ 11.6 Inventory 2.8 Other current assets 0.4 Accounts payable (5.4) Other current liabilities (13.0) Contingent consideration (9.2) Other non-current assets (liabilities) (5.7) Deferred tax liability (22.1) Identifiable intangible assets 135.6 Goodwill 21.1 Total $ 116.1 The identifiable intangible assets relating to the OrthogenRx acquisition include the following (in millions, except years): Identifiable Intangible Asset Amount Weighted Average Useful Lives (Years) Trademarks $ 1.3 10 Other 134.3 14 Total $ 135.6 Other intangible assets includes $126.0 million related to the OrthogenRx products that we currently market and distribute, combined into one composite intangible asset that includes customer relationships and exclusive distribution rights and $8.3 million related to OrthogenRx non-compete agreements. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Accounts Receivable Accounts receivable consist of the following (in millions): September 30, 2023 December 31, 2022 Accounts receivable $ 138.0 $ 162.1 Income tax receivable 13.0 12.2 Allowances and doubtful accounts: Doubtful accounts (5.5) (6.1) Sales discounts (0.3) (0.3) Accounts receivable, net $ 145.2 $ 167.9 Losses on receivables are estimated based on known troubled accounts and historical experience. Receivables are considered impaired and written off when it is probable that payments due will not be collected. Allowance for doubtful accounts was a net benefit of $0.4 million and an expense of $0.2 million for the three and nine months ended September 30, 2023, respectively, compared to a net benefit of $0.4 million and $1.0 million for the three and nine months ended September 30, 2022, respectively. Inventories Inventories at the lower of cost (determined on the FIFO method) or net realizable value consists of the following (in millions): September 30, 2023 December 31, 2022 Raw materials $ 41.1 $ 36.7 Work in process 23.8 23.8 Finished goods 87.2 69.8 Supplies and other 4.5 2.0 Total Inventory $ 156.6 $ 132.3 We incurred $2.0 million and $6.3 million of expense for inventory write-offs and obsolescence in the three and nine months ended September 30, 2023, respectively, compared to $2.5 million and $8.7 million in the three and nine months ended September 30, 2022, respectively. We may distribute products bearing the Halyard brand through 2023 under a royalty agreement we have with Owens & Minor, Inc. As of September 30, 2023, our $1.5 million balance of Halyard-branded inventory was fully reserved. Property, Plant and Equipment Property, plant and equipment consists of the following (in millions): September 30, 2023 December 31, 2022 Land $ 1.3 $ 1.1 Buildings and leasehold improvements 36.3 37.2 Machinery and equipment 181.2 168.7 Construction in progress 16.3 16.4 235.1 223.4 Less accumulated depreciation (118.3) (104.8) Total $ 116.8 $ 118.6 Depreciation expense was $4.8 million and $14.2 million for the three and nine months ended September 30, 2023, respectively, compared to $4.5 million and $13.3 million for the three and nine months ended September 30, 2022, respectively. Goodwill and Intangible Assets The changes in the carrying amount of goodwill are as follows (in millions): Goodwill Balance, December 31, 2022 $ 760.3 Purchase accounting adjustment (a) 1.8 Goodwill acquired (b) 30.1 Currency translation adjustment (0.7) Balance, September 30, 2023 $ 791.5 _____________________________________________ (a) Purchase accounting adjustment related to the acquisition of OrthogenRx in the first quarter of 2023. (b) We acquired $30.1 million of goodwill in conjunction with the acquisition of Diros, as described in Note 4, “Business Acquisition.” Intangible assets subject to amortization consist of the following (in millions): September 30, 2023 December 31, 2022 Gross Accumulated Net Carrying Amount Gross Accumulated Net Carrying Amount Trademarks $ 41.2 $ (28.4) $ 12.8 $ 38.8 $ (27.5) $ 11.3 Patents and acquired technologies 247.8 (162.3) 85.5 244.4 (162.3) 82.1 Other 205.4 (61.5) 143.9 185.7 (44.9) 140.8 Total $ 494.4 $ (252.2) $ 242.2 $ 468.9 $ (234.7) $ 234.2 Amortization expense for intangible assets is included in “Cost of products sold” and “Selling and general expenses” and was $6.2 million and $17.8 million for the three and nine months ended September 30, 2023, respectively, compared to $5.5 million and $16.4 million for the three and nine months ended September 30, 2022, respectively. Amortization expense for the remainder of 2023, the following four years and thereafter is estimated as follows (in millions): Amount Remainder of 2023 $ 5.9 2024 23.3 2025 22.7 2026 22.2 2027 22.1 Thereafter 146.0 Total $ 242.2 Accrued Expenses Accrued expenses consist of the following (in millions): September 30, 2023 December 31, 2022 Accrued rebates and customer incentives $ 24.1 $ 26.9 Accrued salaries and wages 32.3 34.6 Accrued taxes and other 10.0 21.2 Other 30.8 16.2 Total $ 97.2 $ 98.9 Other Long-Term Liabilities Other long-term liabilities consist of the following (in millions): September 30, 2023 December 31, 2022 Accrued compensation and benefits $ 6.0 $ 4.8 Other 9.6 18.7 Total $ 15.6 $ 23.5 |
Fair Value Information
Fair Value Information | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Information | Fair Value Information The following fair value information is based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels in the hierarchy used to measure fair value are: Level 1: Unadjusted quoted prices in active markets accessible at the reporting date for identical assets and liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets. Quoted prices for identical or similar assets and liabilities in markets that are not considered active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are significant to the valuation and are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following table includes the fair value of our financial instruments for which disclosure of fair value is required (in millions): September 30, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated Assets Cash and cash equivalents 1 $ 107.1 $ 107.1 $ 127.7 $ 127.7 Liabilities Revolving Credit Facility 2 $ 145.0 $ 145.0 $ 110.0 $ 110.0 Term Loan Facility 2 119.5 119.5 122.5 122.5 Contingent consideration related to acquisition 3 4.6 4.6 9.2 9.2 Cash equivalents are recorded at cost, which approximates fair value due to their short-term nature. The fair value of amounts borrowed under our Revolving Credit Facility and Term Loan Facility approximates carrying value because borrowings are subject to a variable rate as described in Note 7, “Debt”. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2023 and December 31, 2022, our respective debt balances were as follows (in millions): Weighted-Average Interest Rate Maturity September 30, 2023 December 31, 2022 Revolving Credit Facility 6.63 % 2027 $ 145.0 $ 110.0 Term Loan Facility 6.53 % 2027 120.3 123.4 265.3 233.4 Unamortized debt issuance costs (0.8) (0.9) Current portion of long-term debt (6.2) (6.2) Total Long-Term Debt, net $ 258.3 $ 226.3 On June 24, 2022, we entered into a credit agreement (the “Credit Agreement”) with certain lenders which established credit facilities in an aggregate principal amount of $500.0 million, consisting of a five-year senior secured term loan of $125.0 million (the “Term Loan Facility”) and a five-year senior secured revolving credit facility allowing borrowings of up to $375.0 million, with a letter of credit sub-facility in an amount of $75.0 million (the “Revolving Credit Facility”). All obligations under the Credit Agreement and certain hedging agreements and cash management arrangements thereunder are: (i) guaranteed by each of the Company’s direct and indirect, existing and future, material wholly owned domestic subsidiaries (“Guarantors”) and (ii) secured by a first priority lien on substantially all the assets of the Company and the Guarantors. The Credit Agreement contains an accordion feature that allows us to incur incremental term loans under the Term Loan Facility or under new term loan facilities or to increase the amount of the commitments under the Revolving Credit Facility, including through the establishment of one or more tranches under the Revolving Credit Facility. The Credit Agreement will mature on June 24, 2027. Borrowings under the Term Loan Facility and Revolving Credit Facility bear interest at our option at either: (i) an adjusted term secured overnight financing rate (“SOFR”), plus a margin ranging between 1.50% to 2.00% per annum, depending on our consolidated total leverage ratio; (ii) an adjusted daily simple SOFR rate, plus a margin ranging between 1.50% to 2.00% per annum, depending on our consolidated total leverage ratio; or (iii) a base rate (calculated as the greatest of (a) the prime rate, (b) the NYFRB rate (being the greater of the federal funds effective rate or the overnight bank funding rate) plus 0.50%, and (c) the one month adjusted term SOFR rate plus 1.00%), plus a margin ranging between 0.50% to 1.00% per annum, depending on our consolidated total leverage ratio. The unused portion of the Revolving Credit Facility will be subject to a commitment fee ranging between 0.20% to 0.25% per annum, depending on our consolidated total leverage ratio. Unamortized debt discount and issuance costs are being amortized to interest expense over the life of the Term Loan Facility using the interest method, resulting in an effective interest rate of 6.8% as of September 30, 2023. The Credit Agreement requires compliance with certain customary operational and financial covenants . As of September 30, 2023, we were in compliance with these covenants. In addition, the Credit Agreement contains certain other customary limitations on our ability to, among other things: incur additional indebtedness; pay dividends on or repurchase or redeem our capital stock; make loans, investments and acquisitions; sell, transfer or otherwise dispose of assets; guarantee other obligations; create or grant liens; and enter into certain types of transactions with affiliates. Notwithstanding such limitations, the Credit Agreement allows us to pay dividends, repurchase stock and make investments up to an “Available Amount,” as defined in the Credit Agreement, provided no event of default has occurred and certain financial ratios have been achieved on a pro forma basis. We are permitted to prepay all or a portion of the Term Loan Facility and the Revolving Credit Facility at any time without premium or penalty. Debt Payments The Credit Agreement requires quarterly principal installment payments on the Term Loan Facility of 10% of the total principal borrowed for the first eight quarters following funding and then quarterly installment payments of 20% of the total principal borrowed, at which time the remaining unpaid principal amount of the Term Loan Facility is due and payable by the Company upon the maturity date of June 24, 2027. The current portion of the Term Loan Facility is $6.2 million. Interest is payable quarterly. We have the right to voluntarily prepay the Term Loan Facility in accordance with the terms of the Credit Agreement. Interest is payable at the same rates set forth above for the Revolving Credit Facility. During the nine months ended September 30, 2023, we repaid $3.1 million of the Term Loan Facility. During the nine months ended September 30, 2023, we borrowed $55.0 million and repaid $20.0 million of the Revolving Credit Facility. As of September 30, 2023, we had letters of credit outstanding of $6.2 million. As of September 30, 2023, the aggregate amounts of long-term debt that will mature during each of the next four years are as follows (in millions): Amount Remainder of 2023 $ 3.1 2024 7.0 2025 9.4 2026 10.2 2027 235.6 Total $ 265.3 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The changes in the components of Accumulated Other Comprehensive Income (“AOCI”), net of tax, are as follows (in millions): Unrealized Currency Defined Benefit Accumulated Balance, December 31, 2022 $ (36.1) $ 0.3 $ (35.8) Other comprehensive income 2.8 — 2.8 Balance, September 30, 2023 $ (33.3) $ 0.3 $ (33.0) The net changes in the components of AOCI, including the tax effect, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Unrealized currency translation $ (4.6) $ (5.1) $ 2.8 $ (9.1) Change in AOCI $ (4.6) $ (5.1) $ 2.8 $ (9.1) |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is included in “Cost of products sold,” “Research and development,” and “Sales and general expenses.” Stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 is shown in the table below (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options $ — $ 0.3 $ 0.3 $ 0.9 Time-based restricted share units 2.5 3.1 7.9 8.6 Performance-based restricted share units 1.3 0.7 3.4 2.2 Employee stock purchase plan 0.1 — 0.2 0.2 Total stock-based compensation $ 3.9 $ 4.1 $ 11.8 $ 11.9 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters We are subject to various legal proceedings, claims and governmental inspections, audits or investigations pertaining to issues such as contract disputes, product liability, tax matters, patents and trademarks, advertising, governmental regulations, employment and other matters. Under the terms of the distribution agreement we entered into with Kimberly-Clark Corporation (“Kimberly-Clark”) prior to our 2014 spin-off from Kimberly-Clark, legal proceedings, claims and other liabilities that are primarily related to our business are our responsibility and we are obligated to indemnify and hold Kimberly-Clark harmless for such matters. Government Investigation In June 2015, we were served with a subpoena from the Department of Veterans Affairs Office of the Inspector General (“VA OIG”) seeking information related to the design, manufacture, testing, sale and promotion of MicroCool and other surgical gowns produced by the Company. In July 2015, we became aware that the VA OIG subpoena and an earlier VA OIG subpoena served on Kimberly-Clark requesting information about gown sales to the federal government were related to a United States Department of Justice (“DOJ”) investigation. In May 2016, April 2017 and September 2018, we received additional subpoenas from the DOJ seeking further information related to the Company’s surgical gowns. On July 6, 2021, we entered into a Deferred Prosecution Agreement (“DPA”) with the DOJ that resolved their criminal investigation related to our MicroCool surgical gowns. Pursuant to the terms of the DPA, in July 2021 the Company made a payment of $22.2 million. We continue to comply with the terms of the DPA. Patent Litigation We operate in an industry characterized by extensive patent litigation. Competitors may claim that our products infringe upon their intellectual property. Resolution of patent litigation or other intellectual property claims is typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require us to make significant royalty payments in order to continue selling the affected products. At any given time, we may be involved as either a plaintiff or a defendant in a number of patent infringement actions, the outcomes of which may not be known for prolonged periods of time. General While we maintain general and professional liability, product liability and other insurance, our insurance policies may not cover all of these matters and may not fully cover liabilities arising out of these matters. In addition, we may be obligated to indemnify our directors and officers against these matters. We record provisions in the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. For any matters that are reasonably possible to result in loss and for which no possible loss or range of loss is disclosed in this Form 10-Q, management has determined that it is unable to estimate the possible loss or range of loss because, in each case, at least the following facts applied: (a) the matter is at an early stage of the proceedings; (b) the damages are indeterminate, unspecified or determined to be immaterial; and (c) significant factual issues have yet to be resolved. At present, although the results of litigation and claims cannot be predicted with certainty, we believe that the ultimate resolution of any pending legal proceeding to which we are a party will not have a material adverse effect on our business, financial condition, results of operations or liquidity. Our accrual for legal matters that are probable and estimable was $8.5 million as of September 30, 2023 and zero as of December 31, 2022 and includes certain estimated costs of settlement related to a customer claim. We did not record litigation-related charges during the second quarter or first six months of 2023. Environmental Compliance We are subject to federal, state and local environmental protection laws and regulations with respect to our business operations. We believe we are operating in compliance with, or are taking action aimed at ensuring compliance with, these laws and regulations. None of our compliance obligations with environmental protection laws and regulations, individually or in the aggregate, is expected to have a material adverse effect on our business, financial condition, results of operations or liquidity. |
Earnings Per Share ("EPS")
Earnings Per Share ("EPS") | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share (“EPS”) | Earnings Per Share (“EPS”)Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated by dividing net income by the number of common shares outstanding and the effect of all dilutive common stock equivalents outstanding during each period, as determined using the treasury stock method. The calculation of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2023 and 2022 is set forth in the following table (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net (loss) income from continuing operations $ (8.8) $ 11.0 $ (20.9) $ 11.8 Net income (loss) from discontinued operations 5.1 4.7 (51.4) 21.8 Net (loss) income $ (3.7) $ 15.7 $ (72.3) $ 33.6 Weighted Average Shares Outstanding: Basic weighted average shares outstanding 46.8 46.6 46.7 47.1 Dilutive effect of stock options and restricted share unit awards — 0.4 — 0.4 Diluted weighted average shares outstanding 46.8 47.0 46.7 47.5 (Loss) Earnings Per Share Basic: Continuing Operations $ (0.19) $ 0.24 $ (0.45) $ 0.25 Discontinued Operations 0.11 0.10 (1.10) 0.46 Basic (Loss) Earnings Per Share $ (0.08) $ 0.34 $ (1.55) $ 0.71 Diluted: Continuing Operations $ (0.19) $ 0.23 $ (0.45) $ 0.25 Discontinued Operations 0.11 0.10 (1.10) 0.46 Diluted (Loss) Earnings Per Share $ (0.08) $ 0.33 $ (1.55) $ 0.71 Restricted share units (“RSUs”) contain provisions allowing for the equivalent of any dividends paid on common stock during the restricted period to be reinvested into additional RSUs at the then fair market value of the common stock on the date the dividends are paid. Such awards are to be included in the EPS calculation under the two-class method. Currently, we do not anticipate any cash dividends for the foreseeable future and our outstanding RSU awards are not material in comparison to our weighted average shares outstanding. Accordingly, all EPS amounts reflect shares as if they were fully vested and the disclosures associated with the two-class method are not presented herein. For both the three and nine months ended September 30, 2023, 2.2 million of potentially dilutive stock options and RSU awards were excluded from the computation of earnings per share as their effect would have been anti-dilutive. |
Business and Products Informati
Business and Products Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Business and Products Information | Business and Products InformationWe conduct our business in one operating and reportable segment that provides our medical device products to healthcare providers and patients globally with manufacturing facilities in the United States and Mexico. Avanos develops, manufactures and markets its recognized brands globally and holds leading market positions in multiple categories across its portfolio. Our management evaluates net sales by product category within our single reportable segment as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Digestive Health $ 95.0 $ 85.9 $ 276.8 $ 247.5 Pain Management and Recovery: Surgical pain and recovery 34.1 38.9 103.6 118.8 Interventional pain 42.2 47.5 119.6 136.2 Total Pain Management and Recovery 76.3 86.4 223.2 255.0 Total Net Sales $ 171.3 $ 172.3 $ 500.0 $ 502.5 Digestive Health i s a portfolio of products such as our MIC-KEY enteral feeding tubes, Corpak patient feeding solutions and NeoMed neonatal and pediatric feeding solutions. Pain Management and Recovery is a portfolio of products including: • Surgical pain and recovery products such as ON-Q and ambIT surgical pain pumps and Game Ready cold and compression therapy systems; and • Interventional pain solutions, which provide minimally invasive pain relief therapies, such as our Coolief pain therapy and OrthogenRx’s knee osteoarthritis HA pain relief injection products. Liabilities for estimated returns, rebates and incentives are presented in the table below (in millions): September 30, 2023 December 31, 2022 Accrued rebates $ 12.6 $ 14.5 Accrued customer incentives 11.5 12.4 Accrued rebates and customer incentives 24.1 26.9 Accrued sales returns (a) 0.1 0.1 Total estimated liabilities $ 24.2 $ 27.0 __________________________________________________ (a) Accrued sales returns are included in “Other” in the accrued expenses table in Note 5, “Supplemental Balance Sheet Information”. Due to the nature of our business, we receive purchase orders for products under supply agreements which are normally fulfilled within three to four weeks. Our performance obligations under purchase orders are satisfied and revenue is recognized at a point in time, which is upon shipment or upon delivery of our products, depending on shipping terms. Accordingly, we normally do not have transactions that give rise to material unfulfilled performance obligations. |
Share Repurchase Programs
Share Repurchase Programs | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Share Repurchase Programs | Share Repurchase Programs On July 28, 2023, the Board of Directors approved a new one-year program under which we may repurchase up to $25.0 million of our common stock. Repurchases under this program will be made from time to time at management’s discretion on the open market or through privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act, subject to market conditions, applicable legal requirements and other relevant factors. We have established a pre-arranged trading plan under Rule 10b5-1 of the Exchange Act in connection with this share repurchase program. This share repurchase program does not obligate us to purchase any particular amount of common stock and may be suspended, modified or discontinued by us without prior notice. For the three months ended September 30, 2023, our repurchases of our common stock were as summarized in the table below. Shares Repurchased Aggregate Purchase Price Average Price per Share Amount Remaining in # of Shares Program to Date Third quarter of 2023 451,965 451,965 $ 9.2 $ 20.39 $ 15.8 In addition to the share repurchase program, we withheld 146,379 shares of common stock for $3.7 million in taxes associated with stock-based compensation transactions for the three months ended September 30, 2023. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Background and Basis of Presentation and Interim Financial Statements | Background and Basis of Presentation Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to the things that matter. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today’s most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market our recognized brands globally and hold leading market positions in multiple categories across our portfolio. References herein to “Avanos,” “the Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. and its consolidated subsidiaries. Interim Financial Statements |
Use of Estimates | Use of Estimates Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, certain amounts included in discontinued operations, certain amounts included in assets and liabilities held for sale, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Actual results could differ from these estimates, and the effect of any change could be material to our financial statements. Changes in these estimates are recorded when known. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-06, Reference Rate Reform. This ASU was prompted by the planned cessation of the London Interbank Offer Rate (“LIBOR”). This ASU applies to contract modifications that replace a reference rate and contemporaneous modifications of other contract terms related to the replacement of the reference rate. Under this ASU, modifications to debt agreements may be accounted for by prospectively adjusting the effective interest rate. This ASU was effective as of issuance on December 21, 2022 and deferred the sunset date of Topic 848, Reference Rate Reform from December 31, 2022 to December 31, 2024. We adopted this guidance and adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows. Effective January 1, 2023, we adopted ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU pertains to acquired revenue contracts with customers in a |
Annual Goodwill Impairment Test | Annual Goodwill Impairment Test We test goodwill for impairment annually or more frequently whenever events or circumstances more likely than not indicate that the fair value of the reporting unit may be below its carrying value. We operate as a single reportable operating segment with one reporting unit. The fair value of our reporting unit is estimated using a combination of income (discounted cash flow analysis) and market approaches. The income approach is dependent upon several assumptions regarding future periods such as sales growth and a terminal growth rate. A weighted average cost of capital (“WACC”) was used to discount future estimated cash flows to their present values. The WACC was based on externally observable data considering market participants’ cost of equity and debt, optimal capital structure and risk factors specific to us. The market approach estimates the value of our company using a market capitalization methodology. We completed our annual goodwill impairment test as of July 1, 2023, and determined that the fair value of our reporting unit exceeds the net carrying amount. There can be no assurance that the assumptions and estimates made for purposes of the annual goodwill impairment test will prove to be accurate. Volatility in the equity and debt markets, or increases in interest rates, could result in a higher discount rate. Changes in sales volumes, selling prices and costs of goods sold, and increases in interest rates could cause changes in our forecasted cash flows. Unfavorable changes in any of the factors described above, as well as a decline in our stock price, could result in a goodwill impairment charge in the future. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Financial Results of Discontinued Operations | The following table summarizes the financial results of our discontinued operations for all periods presented herein (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net Sales $ 31.1 $ 29.8 $ 93.9 $ 100.0 Cost of products sold 19.9 19.9 57.8 58.2 Gross Profit 11.2 9.9 36.1 41.8 Research and development 0.2 0.2 0.8 1.1 Selling and general expenses 4.2 3.8 11.9 11.5 Other expense, net 0.1 — 0.3 0.3 Operating Income 6.7 5.9 23.1 28.9 Pretax loss on classification as discontinued operations — — (72.3) — Income (Loss) from discontinued operations before income taxes 6.7 5.9 (49.2) 28.9 Income tax (provision) benefit from discontinued operations (1.6) (1.2) (2.2) (7.1) Net Income (Loss) from discontinued operations, net of tax $ 5.1 $ 4.7 $ (51.4) $ 21.8 Earnings (Loss) Per Share Basic $ 0.11 $ 0.10 $ (1.10) $ 0.46 Diluted $ 0.11 $ 0.10 $ (1.10) $ 0.46 Details on assets and liabilities classified as held for sale in the accompanying consolidated balance sheets are presented in the following table (in millions): September 30, December 31, Assets held for sale - discontinued operations Inventories $ 46.3 $ 58.0 Property, Plant and Equipment, net 44.9 45.3 Operating Lease Right-of-Use Assets 3.0 3.1 Goodwill — 59.1 Other Intangible Assets, net 16.0 16.8 Reserve for valuation allowance (8.1) — Total assets classified as held for sale $ 102.1 $ 182.3 Liabilities held for sale - discontinued operations Current Portion of Operating Lease Liabilities $ 0.8 $ 0.8 Non-Current Operating Lease Liability 1.7 2.2 Total liabilities held for sale - discontinued operations $ 2.5 $ 3.0 The following table provides operating and investing cash flow information for our discontinued operations (in millions): As of September 30, 2023 As of September 30, 2022 Operating Activities: Depreciation and amortization $ 2.6 $ 4.6 Stock-based compensation expense 0.1 0.1 Investing Activities: Capital expenditures 3.1 4.7 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Accrual and Payment Activity | Our liability for costs associated with the Transformation Process as of September 30, 2023 is summarized below (in millions): As of September 30, 2023 Beginning balance $ — Restructuring and transformation costs, excluding non-cash charges 21.4 Payments and adjustments, net (18.4) Ending balance $ 3.0 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Purchase Price Allocation | The preliminary purchase price allocation is shown in the table below (in millions): Current assets, net of cash acquired $ 7.1 Current liabilities, excluding contingent consideration (5.2) Contingent consideration (4.6) Other noncurrent assets (liabilities), net 0.8 Deferred tax liabilities (7.2) Identifiable intangible assets 26.5 Goodwill 30.1 Total $ 47.5 Accounts receivable, net $ 11.6 Inventory 2.8 Other current assets 0.4 Accounts payable (5.4) Other current liabilities (13.0) Contingent consideration (9.2) Other non-current assets (liabilities) (5.7) Deferred tax liability (22.1) Identifiable intangible assets 135.6 Goodwill 21.1 Total $ 116.1 |
Summary of Identifiable Intangible Assets | The identifiable intangible assets relating to the Diros Technology Acquisition include the following (in millions, except years): Identifiable Intangible Asset Amount Weighted Average Useful Lives (Years) Trade names and trademarks $ 2.4 15 Customer relationships 19.4 14 Developed technology and other 4.7 12 Total $ 26.5 The identifiable intangible assets relating to the OrthogenRx acquisition include the following (in millions, except years): Identifiable Intangible Asset Amount Weighted Average Useful Lives (Years) Trademarks $ 1.3 10 Other 134.3 14 Total $ 135.6 |
Schedule of Pro-Forma Information | The following unaudited pro forma financial information is presented in the table below for the three and nine months ended September 30, 2023 and 2022 as if the Acquisition had occurred on January 1, 2022 (in millions except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales $ 172.2 $ 175.7 $ 507.6 $ 512.7 Net (loss) income from continuing operations (8.0) 11.1 (19.7) 11.5 Income (loss) from discontinued operations, net of tax 5.1 4.7 (51.4) 21.8 Net (Loss) Income $ (2.9) $ 15.8 $ (71.1) $ 33.3 Basic (Loss) Earnings Per Share Continuing operations $ (0.17) $ 0.24 $ (0.42) $ 0.24 Discontinued operations $ 0.11 $ 0.10 $ (1.10) $ 0.46 Basic (Loss) Earnings Per Share $ (0.06) $ 0.34 $ (1.52) $ 0.71 Diluted (Loss) Earnings Per Share Continuing operations $ (0.17) $ 0.24 $ (0.42) $ 0.24 Discontinued operations $ 0.11 $ 0.10 $ (1.10) $ 0.46 Diluted (Loss) Earnings Per Share $ (0.06) $ 0.34 $ (1.52) $ 0.70 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consist of the following (in millions): September 30, 2023 December 31, 2022 Accounts receivable $ 138.0 $ 162.1 Income tax receivable 13.0 12.2 Allowances and doubtful accounts: Doubtful accounts (5.5) (6.1) Sales discounts (0.3) (0.3) Accounts receivable, net $ 145.2 $ 167.9 |
Summary of Inventories | Inventories at the lower of cost (determined on the FIFO method) or net realizable value consists of the following (in millions): September 30, 2023 December 31, 2022 Raw materials $ 41.1 $ 36.7 Work in process 23.8 23.8 Finished goods 87.2 69.8 Supplies and other 4.5 2.0 Total Inventory $ 156.6 $ 132.3 |
Summary of Property, Plant and Equipment | Property, plant and equipment consists of the following (in millions): September 30, 2023 December 31, 2022 Land $ 1.3 $ 1.1 Buildings and leasehold improvements 36.3 37.2 Machinery and equipment 181.2 168.7 Construction in progress 16.3 16.4 235.1 223.4 Less accumulated depreciation (118.3) (104.8) Total $ 116.8 $ 118.6 |
Summary of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows (in millions): Goodwill Balance, December 31, 2022 $ 760.3 Purchase accounting adjustment (a) 1.8 Goodwill acquired (b) 30.1 Currency translation adjustment (0.7) Balance, September 30, 2023 $ 791.5 _____________________________________________ (a) Purchase accounting adjustment related to the acquisition of OrthogenRx in the first quarter of 2023. (b) We acquired $30.1 million of goodwill in conjunction with the acquisition of Diros, as described in Note 4, “Business Acquisition.” |
Summary of Intangible Assets Subject to Amortization | Intangible assets subject to amortization consist of the following (in millions): September 30, 2023 December 31, 2022 Gross Accumulated Net Carrying Amount Gross Accumulated Net Carrying Amount Trademarks $ 41.2 $ (28.4) $ 12.8 $ 38.8 $ (27.5) $ 11.3 Patents and acquired technologies 247.8 (162.3) 85.5 244.4 (162.3) 82.1 Other 205.4 (61.5) 143.9 185.7 (44.9) 140.8 Total $ 494.4 $ (252.2) $ 242.2 $ 468.9 $ (234.7) $ 234.2 |
Summary of Estimated Amortization Expense | Amortization expense for the remainder of 2023, the following four years and thereafter is estimated as follows (in millions): Amount Remainder of 2023 $ 5.9 2024 23.3 2025 22.7 2026 22.2 2027 22.1 Thereafter 146.0 Total $ 242.2 |
Summary of Accrued Expenses | Accrued expenses consist of the following (in millions): September 30, 2023 December 31, 2022 Accrued rebates and customer incentives $ 24.1 $ 26.9 Accrued salaries and wages 32.3 34.6 Accrued taxes and other 10.0 21.2 Other 30.8 16.2 Total $ 97.2 $ 98.9 Liabilities for estimated returns, rebates and incentives are presented in the table below (in millions): September 30, 2023 December 31, 2022 Accrued rebates $ 12.6 $ 14.5 Accrued customer incentives 11.5 12.4 Accrued rebates and customer incentives 24.1 26.9 Accrued sales returns (a) 0.1 0.1 Total estimated liabilities $ 24.2 $ 27.0 __________________________________________________ (a) Accrued sales returns are included in “Other” in the accrued expenses table in Note 5, “Supplemental Balance Sheet Information”. |
Summary of Other Long-Term Liabilities | Other long-term liabilities consist of the following (in millions): September 30, 2023 December 31, 2022 Accrued compensation and benefits $ 6.0 $ 4.8 Other 9.6 18.7 Total $ 15.6 $ 23.5 |
Fair Value Information (Tables)
Fair Value Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Instruments | The following table includes the fair value of our financial instruments for which disclosure of fair value is required (in millions): September 30, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated Assets Cash and cash equivalents 1 $ 107.1 $ 107.1 $ 127.7 $ 127.7 Liabilities Revolving Credit Facility 2 $ 145.0 $ 145.0 $ 110.0 $ 110.0 Term Loan Facility 2 119.5 119.5 122.5 122.5 Contingent consideration related to acquisition 3 4.6 4.6 9.2 9.2 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt Balances | As of September 30, 2023 and December 31, 2022, our respective debt balances were as follows (in millions): Weighted-Average Interest Rate Maturity September 30, 2023 December 31, 2022 Revolving Credit Facility 6.63 % 2027 $ 145.0 $ 110.0 Term Loan Facility 6.53 % 2027 120.3 123.4 265.3 233.4 Unamortized debt issuance costs (0.8) (0.9) Current portion of long-term debt (6.2) (6.2) Total Long-Term Debt, net $ 258.3 $ 226.3 |
Summary of Maturities of Long-Term Debt | As of September 30, 2023, the aggregate amounts of long-term debt that will mature during each of the next four years are as follows (in millions): Amount Remainder of 2023 $ 3.1 2024 7.0 2025 9.4 2026 10.2 2027 235.6 Total $ 265.3 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Changes in the Components of Accumulated Other Comprehensive Income | The changes in the components of Accumulated Other Comprehensive Income (“AOCI”), net of tax, are as follows (in millions): Unrealized Currency Defined Benefit Accumulated Balance, December 31, 2022 $ (36.1) $ 0.3 $ (35.8) Other comprehensive income 2.8 — 2.8 Balance, September 30, 2023 $ (33.3) $ 0.3 $ (33.0) The net changes in the components of AOCI, including the tax effect, are as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Unrealized currency translation $ (4.6) $ (5.1) $ 2.8 $ (9.1) Change in AOCI $ (4.6) $ (5.1) $ 2.8 $ (9.1) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense is included in “Cost of products sold,” “Research and development,” and “Sales and general expenses.” Stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 is shown in the table below (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options $ — $ 0.3 $ 0.3 $ 0.9 Time-based restricted share units 2.5 3.1 7.9 8.6 Performance-based restricted share units 1.3 0.7 3.4 2.2 Employee stock purchase plan 0.1 — 0.2 0.2 Total stock-based compensation $ 3.9 $ 4.1 $ 11.8 $ 11.9 |
Earnings Per Share ("EPS") (Tab
Earnings Per Share ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Earnings Per Share | The calculation of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2023 and 2022 is set forth in the following table (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net (loss) income from continuing operations $ (8.8) $ 11.0 $ (20.9) $ 11.8 Net income (loss) from discontinued operations 5.1 4.7 (51.4) 21.8 Net (loss) income $ (3.7) $ 15.7 $ (72.3) $ 33.6 Weighted Average Shares Outstanding: Basic weighted average shares outstanding 46.8 46.6 46.7 47.1 Dilutive effect of stock options and restricted share unit awards — 0.4 — 0.4 Diluted weighted average shares outstanding 46.8 47.0 46.7 47.5 (Loss) Earnings Per Share Basic: Continuing Operations $ (0.19) $ 0.24 $ (0.45) $ 0.25 Discontinued Operations 0.11 0.10 (1.10) 0.46 Basic (Loss) Earnings Per Share $ (0.08) $ 0.34 $ (1.55) $ 0.71 Diluted: Continuing Operations $ (0.19) $ 0.23 $ (0.45) $ 0.25 Discontinued Operations 0.11 0.10 (1.10) 0.46 Diluted (Loss) Earnings Per Share $ (0.08) $ 0.33 $ (1.55) $ 0.71 |
Business and Products Informa_2
Business and Products Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Product Category | Our management evaluates net sales by product category within our single reportable segment as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Digestive Health $ 95.0 $ 85.9 $ 276.8 $ 247.5 Pain Management and Recovery: Surgical pain and recovery 34.1 38.9 103.6 118.8 Interventional pain 42.2 47.5 119.6 136.2 Total Pain Management and Recovery 76.3 86.4 223.2 255.0 Total Net Sales $ 171.3 $ 172.3 $ 500.0 $ 502.5 |
Summary of Accrued Expenses | Accrued expenses consist of the following (in millions): September 30, 2023 December 31, 2022 Accrued rebates and customer incentives $ 24.1 $ 26.9 Accrued salaries and wages 32.3 34.6 Accrued taxes and other 10.0 21.2 Other 30.8 16.2 Total $ 97.2 $ 98.9 Liabilities for estimated returns, rebates and incentives are presented in the table below (in millions): September 30, 2023 December 31, 2022 Accrued rebates $ 12.6 $ 14.5 Accrued customer incentives 11.5 12.4 Accrued rebates and customer incentives 24.1 26.9 Accrued sales returns (a) 0.1 0.1 Total estimated liabilities $ 24.2 $ 27.0 __________________________________________________ (a) Accrued sales returns are included in “Other” in the accrued expenses table in Note 5, “Supplemental Balance Sheet Information”. |
Share Repurchase Programs (Tabl
Share Repurchase Programs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Class of Treasury Stock | For the three months ended September 30, 2023, our repurchases of our common stock were as summarized in the table below. Shares Repurchased Aggregate Purchase Price Average Price per Share Amount Remaining in # of Shares Program to Date Third quarter of 2023 451,965 451,965 $ 9.2 $ 20.39 $ 15.8 |
Accounting Policies - Narrative
Accounting Policies - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment reportingUnit | |
Accounting Policies [Abstract] | |
Number of operating segments | segment | 1 |
Number of reporting units | reportingUnit | 1 |
Discontinued Operations - Narra
Discontinued Operations - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Oct. 02, 2023 | Jun. 07, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Goodwill impairment | $ 59.1 | $ 0 | ||||
RH Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Transformation process term | 3 years | |||||
RH Business | Minimum | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Transition services agreement, term | 1 year | |||||
RH Business | Maximum | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Transition services agreement, term | 3 years | |||||
RH Business | Subsequent event | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture of businesses | $ 110 | |||||
RH Business | Discontinued Operations, Held-for-Sale or Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Pretax loss on classification as discontinued operations | $ 0 | $ 0 | 72.3 | $ 0 | ||
Goodwill impairment | 59.1 | |||||
Inventory impairment | 5 | |||||
Disposal group impairment loss | $ 8.1 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Income (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net Income (Loss) from discontinued operations, net of tax | $ 5.1 | $ 4.7 | $ (51.4) | $ 21.8 |
Earnings (Loss) Per Share | ||||
Basic (in dollars per share) | $ 0.11 | $ 0.10 | $ (1.10) | $ 0.46 |
Diluted (in dollars per share) | $ 0.11 | $ 0.10 | $ (1.10) | $ 0.46 |
RH Business | Discontinued Operations, Held-for-Sale or Disposed of by Sale | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net Sales | $ 31.1 | $ 29.8 | $ 93.9 | $ 100 |
Cost of products sold | 19.9 | 19.9 | 57.8 | 58.2 |
Gross Profit | 11.2 | 9.9 | 36.1 | 41.8 |
Research and development | 0.2 | 0.2 | 0.8 | 1.1 |
Selling and general expenses | 4.2 | 3.8 | 11.9 | 11.5 |
Other expense, net | 0.1 | 0 | 0.3 | 0.3 |
Operating Income | 6.7 | 5.9 | 23.1 | 28.9 |
Pretax loss on classification as discontinued operations | 0 | 0 | (72.3) | 0 |
Income (Loss) from discontinued operations before income taxes | 6.7 | 5.9 | (49.2) | 28.9 |
Income tax (provision) benefit from discontinued operations | (1.6) | (1.2) | (2.2) | (7.1) |
Net Income (Loss) from discontinued operations, net of tax | $ 5.1 | $ 4.7 | $ (51.4) | $ 21.8 |
Earnings (Loss) Per Share | ||||
Basic (in dollars per share) | $ 0.11 | $ 0.10 | $ (1.10) | $ 0.46 |
Diluted (in dollars per share) | $ 0.11 | $ 0.10 | $ (1.10) | $ 0.46 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Balance Sheet (Details) - RH Business - Discontinued Operations, Held-for-Sale or Disposed of by Sale - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Inventories | $ 46.3 | $ 58 |
Property, Plant and Equipment, net | 44.9 | 45.3 |
Operating Lease Right-of-Use Assets | 3 | 3.1 |
Goodwill | 0 | 59.1 |
Other Intangible Assets, net | 16 | 16.8 |
Reserve for valuation allowance | (8.1) | 0 |
Total assets classified as held for sale | 102.1 | 182.3 |
Current Portion of Operating Lease Liabilities | 0.8 | 0.8 |
Non-Current Operating Lease Liability | 1.7 | 2.2 |
Total liabilities held for sale - discontinued operations | $ 2.5 | $ 3 |
Discontinued Operations- Schedu
Discontinued Operations- Schedule of Cashflow (Details) - Discontinued Operations, Held-for-Sale or Disposed of by Sale - RH Business - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | ||
Depreciation and amortization | $ 2.6 | $ 4.6 |
Stock-based compensation expense | 0.1 | 0.1 |
Investing Activities: | ||
Capital expenditures | $ 3.1 | $ 4.7 |
Restructuring Activities - Narr
Restructuring Activities - Narratives (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jun. 07, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Term of restructuring initiative (in years) | 3 years | |||
RH Business | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Transformation process term | 3 years | |||
Program Management Consulting And Employee Retention Expenses And Employee Severance And Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs incurred | $ 4.3 | $ 23 | ||
Minimum | Program Management Consulting And Employee Retention | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs expected to incur | 9 | 9 | ||
Minimum | Manufacturing And Supply Chain Improvements | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs expected to incur | 8 | 8 | ||
Minimum | Organizational Design Alignment And Other Related Activities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs expected to incur | 6 | 6 | ||
Maximum | Transformation Process | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs expected to incur | $ 30 | |||
Maximum | Program Management Consulting And Employee Retention | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs expected to incur | 12 | 12 | ||
Maximum | Manufacturing And Supply Chain Improvements | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs expected to incur | 11 | 11 | ||
Maximum | Organizational Design Alignment And Other Related Activities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Costs expected to incur | $ 8 | $ 8 |
Restructuring Activities - Accr
Restructuring Activities - Accrual and Payment Activity (Details) - Employee severance and benefits - Multi-year restructuring plan, initial phase $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Restructuring and transformation costs, excluding non-cash charges | 21.4 |
Payments and adjustments, net | (18.4) |
Ending balance | $ 3 |
Business Acquisitions - Narrati
Business Acquisitions - Narratives (Details) - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 24, 2023 | Jun. 17, 2023 | Jan. 20, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||||||
Other intangible assets | $ 242.2 | $ 242.2 | $ 242.2 | $ 234.2 | |||||
Diros Technology Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 53 | ||||||||
Payments to acquire businesses, gross | 50.5 | $ 2.5 | |||||||
Future estimated payments | $ 7 | ||||||||
Net sales | 2.4 | 172.2 | $ 175.7 | 507.6 | $ 512.7 | ||||
Business acquisition, transaction costs | 0.6 | 0.9 | |||||||
OrthogenRx, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 10.6 | ||||||||
Payments to acquire businesses, gross | 130 | ||||||||
Future estimated payments | $ 30 | ||||||||
OrthogenRx, Inc | Customer relationship and distribution rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Other intangible assets | 126 | 126 | 126 | ||||||
OrthogenRx, Inc | Noncompete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Other intangible assets | $ 8.3 | $ 8.3 | $ 8.3 |
Business Acquisitions - Purchas
Business Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Jul. 24, 2023 | Dec. 31, 2022 | Jan. 20, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 791.5 | $ 760.3 | ||
Diros Technology Inc | ||||
Business Acquisition [Line Items] | ||||
Current assets, net of cash acquired | $ 7.1 | |||
Current liabilities, excluding contingent consideration | 5.2 | |||
Contingent consideration | (4.6) | |||
Other noncurrent assets (liabilities), net | 0.8 | |||
Deferred tax liabilities | (7.2) | |||
Identifiable intangible assets | 26.5 | |||
Goodwill | 30.1 | |||
Total | $ 47.5 | |||
OrthogenRx, Inc | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ (9.2) | |||
Other noncurrent assets (liabilities), net | (5.7) | |||
Deferred tax liabilities | (22.1) | |||
Identifiable intangible assets | 135.6 | |||
Goodwill | 21.1 | |||
Accounts receivable, net | 11.6 | |||
Inventory | 2.8 | |||
Other current assets | 0.4 | |||
Accounts payable | (5.4) | |||
Other current liabilities | (13) | |||
Total | $ 116.1 |
Business Acquisitions - Identif
Business Acquisitions - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Jul. 24, 2023 | Jan. 20, 2022 |
Diros Technology Inc | ||
Business Acquisition [Line Items] | ||
Identifiable Intangible Asset Amount | $ 26.5 | |
Diros Technology Inc | Trade names and trademarks | ||
Business Acquisition [Line Items] | ||
Identifiable Intangible Asset Amount | $ 2.4 | |
Weighted Average Useful Lives (Years) | 15 years | |
Diros Technology Inc | Customer relationships | ||
Business Acquisition [Line Items] | ||
Identifiable Intangible Asset Amount | $ 19.4 | |
Weighted Average Useful Lives (Years) | 14 years | |
Diros Technology Inc | Developed technology and other | ||
Business Acquisition [Line Items] | ||
Identifiable Intangible Asset Amount | $ 4.7 | |
Weighted Average Useful Lives (Years) | 12 years | |
OrthogenRx, Inc | ||
Business Acquisition [Line Items] | ||
Identifiable Intangible Asset Amount | $ 135.6 | |
OrthogenRx, Inc | Trademarks | ||
Business Acquisition [Line Items] | ||
Identifiable Intangible Asset Amount | $ 1.3 | |
Weighted Average Useful Lives (Years) | 10 years | |
OrthogenRx, Inc | Other | ||
Business Acquisition [Line Items] | ||
Identifiable Intangible Asset Amount | $ 134.3 | |
Weighted Average Useful Lives (Years) | 14 years |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Pro-Forma Information (Details) - Diros Technology Inc - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Net sales | $ 2.4 | $ 172.2 | $ 175.7 | $ 507.6 | $ 512.7 |
Net (loss) income from continuing operations | (8) | 11.1 | (19.7) | 11.5 | |
Income (loss) from discontinued operations, net of tax | 5.1 | 4.7 | (51.4) | 21.8 | |
Net (Loss) Income | $ (2.9) | $ 15.8 | $ (71.1) | $ 33.3 | |
Basic (Loss) Earnings Per Share (in dollars per share) | $ (0.06) | $ 0.34 | $ (1.52) | $ 0.71 | |
Diluted (Loss) Earnings Per Share (in dollars per share) | (0.06) | 0.34 | (1.52) | 0.70 | |
Continuing operations | |||||
Business Acquisition [Line Items] | |||||
Basic (Loss) Earnings Per Share (in dollars per share) | (0.17) | 0.24 | (0.42) | 0.24 | |
Diluted (Loss) Earnings Per Share (in dollars per share) | (0.17) | 0.24 | (0.42) | 0.24 | |
Discontinued Operations | |||||
Business Acquisition [Line Items] | |||||
Basic (Loss) Earnings Per Share (in dollars per share) | 0.11 | 0.10 | (1.10) | 0.46 | |
Diluted (Loss) Earnings Per Share (in dollars per share) | $ 0.11 | $ 0.10 | $ (1.10) | $ 0.46 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Accounts Receivable (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Accounts receivable | $ 138 | $ 138 | $ 162.1 | ||
Income tax receivable | 13 | 13 | 12.2 | ||
Accounts receivable, net | 145.2 | 145.2 | 167.9 | ||
Provision (reversal) for doubtful accounts | (0.4) | $ (0.4) | 0.2 | $ (1) | |
Doubtful accounts | |||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Allowances and doubtful accounts | (5.5) | (5.5) | (6.1) | ||
Sales discounts | |||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||||
Allowances and doubtful accounts | $ (0.3) | $ (0.3) | $ (0.3) |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Inventories (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Inventory, Net | |||||
Raw materials | $ 41.1 | $ 41.1 | $ 36.7 | ||
Work in process | 23.8 | 23.8 | 23.8 | ||
Finished goods | 87.2 | 87.2 | 69.8 | ||
Supplies and other | 4.5 | 4.5 | 2 | ||
Total Inventory | 156.6 | 156.6 | $ 132.3 | ||
Inventory obsolescence | 2 | $ 2.5 | 6.3 | $ 8.7 | |
Halyard-branded Products | |||||
Inventory, Net | |||||
Inventory valuation reserves | $ 1.5 | $ 1.5 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 235.1 | $ 235.1 | $ 223.4 | ||
Less accumulated depreciation | (118.3) | (118.3) | (104.8) | ||
Total | 116.8 | 116.8 | 118.6 | ||
Depreciation expense | 4.8 | $ 4.5 | 14.2 | $ 13.3 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1.3 | 1.3 | 1.1 | ||
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 36.3 | 36.3 | 37.2 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 181.2 | 181.2 | 168.7 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 16.3 | $ 16.3 | $ 16.4 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 760.3 |
Purchase accounting adjustment | 1.8 |
Goodwill acquired | 30.1 |
Currency translation adjustment | (0.7) |
Ending balance | $ 791.5 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information - Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 494.4 | $ 494.4 | $ 468.9 | ||
Accumulated Amortization | (252.2) | (252.2) | (234.7) | ||
Net Carrying Amount | 242.2 | 242.2 | 234.2 | ||
Amortization expense for intangible assets | 6.2 | $ 5.5 | 17.8 | $ 16.4 | |
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 41.2 | 41.2 | 38.8 | ||
Accumulated Amortization | (28.4) | (28.4) | (27.5) | ||
Net Carrying Amount | 12.8 | 12.8 | 11.3 | ||
Patents and acquired technologies | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 247.8 | 247.8 | 244.4 | ||
Accumulated Amortization | (162.3) | (162.3) | (162.3) | ||
Net Carrying Amount | 85.5 | 85.5 | 82.1 | ||
Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 205.4 | 205.4 | 185.7 | ||
Accumulated Amortization | (61.5) | (61.5) | (44.9) | ||
Net Carrying Amount | $ 143.9 | $ 143.9 | $ 140.8 |
Supplemental Balance Sheet In_8
Supplemental Balance Sheet Information - Estimated Amortization Expense (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Estimated Amortization Expense | ||
Remainder of 2023 | $ 5.9 | |
2024 | 23.3 | |
2025 | 22.7 | |
2026 | 22.2 | |
2027 | 22.1 | |
Thereafter | 146 | |
Net Carrying Amount | $ 242.2 | $ 234.2 |
Supplemental Balance Sheet In_9
Supplemental Balance Sheet Information - Accrued Expenses (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued rebates and customer incentives | $ 24.1 | $ 26.9 |
Accrued salaries and wages | 32.3 | 34.6 |
Accrued taxes and other | 10 | 21.2 |
Other | 30.8 | 16.2 |
Total | $ 97.2 | $ 98.9 |
Supplemental Balance Sheet I_10
Supplemental Balance Sheet Information - Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 6 | $ 4.8 |
Other | 9.6 | 18.7 |
Total | $ 15.6 | $ 23.5 |
Fair Value Information (Details
Fair Value Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||||
Cash and cash equivalents | $ 107.1 | $ 127.7 | $ 117 | $ 118.5 |
Level 1 | Carrying Amount | ||||
Assets | ||||
Cash and cash equivalents | 107.1 | 127.7 | ||
Level 1 | Estimated Fair Value | ||||
Assets | ||||
Cash and cash equivalents | 107.1 | 127.7 | ||
Level 2 | Carrying Amount | Revolving Credit Facility | ||||
Liabilities | ||||
Long-term debt, fair value | 145 | 110 | ||
Level 2 | Carrying Amount | Term Loan Facility | ||||
Liabilities | ||||
Long-term debt, fair value | 119.5 | 122.5 | ||
Level 2 | Estimated Fair Value | Revolving Credit Facility | ||||
Liabilities | ||||
Long-term debt, fair value | 145 | 110 | ||
Level 2 | Estimated Fair Value | Term Loan Facility | ||||
Liabilities | ||||
Long-term debt, fair value | 119.5 | 122.5 | ||
Level 3 | Carrying Amount | ||||
Liabilities | ||||
Contingent consideration related to acquisition | 4.6 | 9.2 | ||
Level 3 | Estimated Fair Value | ||||
Liabilities | ||||
Contingent consideration related to acquisition | $ 4.6 | $ 9.2 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total Long-Term Debt, net | $ 265.3 | $ 233.4 |
Unamortized debt issuance costs | (0.8) | (0.9) |
Current portion of long-term debt | (6.2) | (6.2) |
Long-Term Debt | $ 258.3 | 226.3 |
Revolving Credit Facility | Unsecured debt | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 6.63% | |
Total Long-Term Debt, net | $ 145 | 110 |
Term Loan Facility | Unsecured debt | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 6.53% | |
Total Long-Term Debt, net | $ 120.3 | $ 123.4 |
Debt - Narratives (Details)
Debt - Narratives (Details) - USD ($) | 9 Months Ended | |||
Jun. 24, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Current portion of long-term debt | $ 6,200,000 | $ 6,200,000 | ||
Repayment of credit facility | 20,000,000 | $ 150,000,000 | ||
Revolving credit facility proceeds | $ 55,000,000 | $ 150,000,000 | ||
First Eight Quarters | ||||
Debt Instrument [Line Items] | ||||
Quarterly installment payments (as percent) | 10% | |||
Subsequent To First Eight Quarters | ||||
Debt Instrument [Line Items] | ||||
Quarterly installment payments (as percent) | 20% | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 6,200,000 | |||
Unsecured debt | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Repayment of credit facility | 20,000,000 | |||
Unsecured debt | Term Loan Facilities | ||||
Debt Instrument [Line Items] | ||||
Repayment of credit facility | $ 3,100,000 | |||
Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 500,000,000 | |||
Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as percent) | 0.50% | |||
Credit Agreement | One Month Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as percent) | 1% | |||
Credit Agreement | Minimum | Adjusted Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as percent) | 1.50% | |||
Credit Agreement | Minimum | Adjusted Daily Simple Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as percent) | 1.50% | |||
Credit Agreement | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as percent) | 0.50% | |||
Credit Agreement | Maximum | Adjusted Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as percent) | 2% | |||
Credit Agreement | Maximum | Adjusted Daily Simple Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as percent) | 2% | |||
Credit Agreement | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as percent) | 1% | |||
Term Loan Facility | Senior Secured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, term (in years) | 5 years | |||
Face amount of debt | $ 125,000,000 | |||
Effective interest rate (as percent) | 6.80% | |||
Senior Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 375,000,000 | |||
Debt instrument, term (in years) | 5 years | |||
Senior Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, commitment fee percentage | 0.20% | |||
Senior Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, commitment fee percentage | 0.25% | |||
Senior Secured Revolving Credit Facility | Line of Credit | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 75,000,000 |
Debt - Maturities of Long-Term
Debt - Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Remainder of 2023 | $ 3.1 | |
2024 | 7 | |
2025 | 9.4 | |
2026 | 10.2 | |
2027 | 235.6 | |
Total Long-Term Debt, net | $ 265.3 | $ 233.4 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,291.2 | |||
Other comprehensive income | $ (4.6) | $ (5.1) | 2.8 | $ (9.1) |
Ending balance | 1,222.1 | 1,263.5 | 1,222.1 | 1,263.5 |
Unrealized Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (36.1) | |||
Other comprehensive income | 2.8 | |||
Ending balance | (33.3) | (33.3) | ||
Defined Benefit Plans | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 0.3 | |||
Other comprehensive income | 0 | |||
Ending balance | 0.3 | 0.3 | ||
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (28.4) | (37.8) | (35.8) | (33.8) |
Other comprehensive income | (4.6) | (5.1) | 2.8 | (9.1) |
Ending balance | $ (33) | $ (42.9) | $ (33) | $ (42.9) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Net Changes in Components of AOCI, Including Tax Effect (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | ||||
Unrealized currency translation | $ (4.6) | $ (5.1) | $ 2.8 | $ (9.1) |
Change in AOCI | $ (4.6) | $ (5.1) | $ 2.8 | $ (9.1) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 3.9 | $ 4.1 | $ 11.8 | $ 11.9 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 0 | 0.3 | 0.3 | 0.9 |
Time-based restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 2.5 | 3.1 | 7.9 | 8.6 |
Performance-based restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 1.3 | 0.7 | 3.4 | 2.2 |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 0.1 | $ 0 | $ 0.2 | $ 0.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 06, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Loss contingency accrual, payments | $ 22,200,000 | ||||
Loss contingency accrual | $ 8,500,000 | $ 0 | |||
Legal expenses and settlement accrual | $ 0 | $ 0 |
Earnings Per Share ("EPS") (Det
Earnings Per Share ("EPS") (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income from continuing operations | $ (8.8) | $ 11 | $ (20.9) | $ 11.8 |
Net income (loss) from discontinued operations | 5.1 | 4.7 | (51.4) | 21.8 |
Net (Loss) Income | $ (3.7) | $ 15.7 | $ (72.3) | $ 33.6 |
Weighted Average Shares Outstanding: | ||||
Basic weighted average shares outstanding (in shares) | 46.8 | 46.6 | 46.7 | 47.1 |
Dilutive effect of stock options and restricted share unit awards (in shares) | 0 | 0.4 | 0 | 0.4 |
Diluted weighted average shares outstanding (in shares) | 46.8 | 47 | 46.7 | 47.5 |
(Loss) Earnings Per Share | ||||
Continuing operations- basic (in dollars per share) | $ (0.19) | $ 0.24 | $ (0.45) | $ 0.25 |
Discontinued operations- basic (in dollars per share) | 0.11 | 0.10 | (1.10) | 0.46 |
Basic (Loss) Earnings Per Share (in dollars per share) | (0.08) | 0.34 | (1.55) | 0.71 |
Diluted (Loss) Earnings Per Share | ||||
Continuing operations- diluted (in dollars per share) | (0.19) | 0.23 | (0.45) | 0.25 |
Discontinued operations- diluted (in dollars per share) | 0.11 | 0.10 | (1.10) | 0.46 |
Diluted (Loss) Earnings Per Share (in dollars per share) | $ (0.08) | $ 0.33 | $ (1.55) | $ 0.71 |
Dilutive securities excluded from computation of earnings per share (in shares) | 2.2 | 2.2 |
Business and Products Informa_3
Business and Products Information - Narratives (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business and Products Informa_4
Business and Products Information - Net Sales by Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | $ 171.3 | $ 172.3 | $ 500 | $ 502.5 |
Digestive Health | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | 95 | 85.9 | 276.8 | 247.5 |
Total Pain Management and Recovery | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | 76.3 | 86.4 | 223.2 | 255 |
Surgical pain and recovery | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | 34.1 | 38.9 | 103.6 | 118.8 |
Interventional pain | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | $ 42.2 | $ 47.5 | $ 119.6 | $ 136.2 |
Business and Products Informa_5
Business and Products Information - Accrued Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting [Abstract] | ||
Accrued rebates | $ 12.6 | $ 14.5 |
Accrued customer incentives | 11.5 | 12.4 |
Accrued rebates and customer incentives | 24.1 | 26.9 |
Accrued sales returns | 0.1 | 0.1 |
Total estimated liabilities | $ 24.2 | $ 27 |
Share Repurchase Programs - Nar
Share Repurchase Programs - Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Jul. 28, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | |
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase program period (in years) | 1 year | ||
Stock repurchase program, authorized amount | $ 25 | ||
Shares withheld for tax withholding obligation (in shares) | 146,379 | ||
Stock issued, value, stock options exercised, net of tax benefit (expense) | $ 3.7 | ||
Remaining authorized repurchase amount | $ 15.8 | ||
Average cost per share (in dollars per share) | $ 20.39 | ||
Aggregate Purchase Price (in millions) | $ 9.2 | ||
Purchases of treasury stock (in shares) | 451,965 | ||
Subsequent event | |||
Equity, Class of Treasury Stock [Line Items] | |||
Remaining authorized repurchase amount | $ 10 | ||
Average cost per share (in dollars per share) | $ 19.90 | ||
Aggregate Purchase Price (in millions) | $ 5.8 | ||
Purchases of treasury stock (in shares) | 290,688 |
Share Repurchase Programs - Sum
Share Repurchase Programs - Summary of Treasury Stock (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Shares Repurchased (in shares) | shares | 451,965 |
Shares repurchased, program to date (in shares) | shares | 451,965 |
Aggregate Purchase Price (in millions) | $ | $ 9.2 |
Average Price Per Share (in dollars per share) | $ / shares | $ 20.39 |
Amount Remaining in Program for Purchase (in millions) | $ | $ 15.8 |